Annotated By Laws

BY-LAWS OF MAINLINE II COMMUNITY HOMEOWNERS ASSOCIATION

ARTICLE I
NAME AND LOCATION

The name of this Association is MAINLINE II COMMUNITY HOMEOWNERS ASSOCIATION, an unincorporated Association (hereinafter sometimes referred to as the “Association”). The principal office of the Association shall be located in Allegheny County, Pennsylvania but meetings of members and directors may be held at such other places as may be designated by the Board of Directors of the Association.

ARTICLE II
DEFINITIONS

Unless the context clearly indicates otherwise, the words and phrases used herin have the same meaning as the identical words and phrases have in the Declaration of Covenants, Conditions and Restrictions, recorded with respect to the development known as “MAINLINE II COMMUNITY” (hereinafter sometimes referred to as the “property”), located in the Municipality of Mount Lebanon, Allegheny County, Pennsylvania (hereinafter sometimes referred to as the “Declaration”)

ARTICLE III
MEMBERSHIP

The members of the Association shall consist of all the Unit Owners of the Property, Membership shall be appurtenant to, and may not be separated from ownership of any Unit.

MEETING OF MEMBERS

Section 1. Annual Meetings. The first Annual Meeting of the membership shall be held within one year after Fifty Percent (50%) of the total lots in MAINLINE II COMMUNITY have been sold. Thereafter, an Annual Meeting of the members shall be held during the month of November each year.

2016 Amendment. Section 1. Annual Meetings. An Annual Meeting of the members shall be held during the fourth quarter of each year.

Section 2. Special Meetings. Special Meetings of the members may be called at any time by the President or a majority of the Board of Directors of the Association, or on written request of the members who are entitled to vote one-fourth (1/4) of all the votes.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by or at the direction of the Secretary. Such notice may be given by personal delivery or by mailing a copy of such notice, postage prepaid, at least twenty (20) days before such meeting to each member entitled to vote at said meeting, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and time of the meeting and, in the case of a Special Meeting, the purpose of the meeting. A written waiver of notice shall be deemed equivalent to the giving of notice. The attendance of a member in person or by proxy at the meeting shall constitute a waiver of notice by such member.

Section 4. Proxies. At all meetings of members, each voting member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon sale by the member of his unit. A proxy may not be valid for than sixty (60) days.

Section 5. Quorum. The presence, either in person or by proxy, of the members entitled to cast Ten (10%) Percent of all the votes shall constitute a quorum for any action except as otherwise provided in the Declaration of these By-Laws. If a quorum is not in attendance, those members who are present may adjourn the meeting to a new date or dates, without notice other than announcement at the meetings, until a quorum as above defined shall be present or represented. Unless a different vote is required by express provision of the Declaration or these By-Laws, each question presented at a meeting shall be determined by a majority vote of those present.

2011 Amendment. Section 5. Quorum. The presence, either in person or by proxy of a majority of existing members entitled to cast votes shall constitute a quorum for any action except as otherwise provided on the Declaration or these By-Laws. If a quorum is not in attendance, those members who are present may adjourn the meeting to a new date or dates, without notice other than announcement at the meeting, until a quorum as above defined shall be present or represented. Unless a different vote is required by express provisions of the Declaration of these By-Laws, each quorum presented at a meeting shall be determined by a majority vote of those present.

ARTICLE V
BOARD OF DIRECTORS

Section 1. Number. The affairs of the Association shall be managed by a Board of Directors. Other than the Directors appointed by the Developer, Board members shall be either Unit Owners or the spouse of a Unit Owner. The number of Directors shall be five (5). The initial Board of Directors shall be appointed by the Developer. They shall hold office until their successors have been elected at the First Annual Meeting, as provided in Article IV, Section I. At the First Annual Meeting and at each Annual Meeting thereafter, the Board of Directors shall be elected in the manner herein provided.

2014 Amendment: Section 1. Number. The affairs of the Association shall be managed by a Board of Directors. Other than the Directors appointed by the Developer, Board members shall be five (5). The initial Board of Directors shall be appointed by the Developer. They shall hold office until their successors have been elected at the First Annual Meeting, and at each Annual Meeting thereafter, the Board of Directors shall be elected in the manner herein provided. At least two (2) homeowners from Haverford Circle and at least two (2) homeowners from Lancaster Avenue shall be on the Board of Directors at all times, unless there are an insufficient number of residents willing to serve in that capacity.

2016 Amendment: Section 1. Number. The affairs of the Association shall be managed by a Board of Directors. Board members shall be Unit Owners. The number of Directors shall be five (5). Directors shall hold office until the end of the calendar year of their second year in office. Successors to the Board members shall be elected at each Annual Meeting (to a 2-year term commencing on January 1 of the following year) in the manner herein provided. At least two (2) Unit Owners from Haverford Circle and at least two (2) from Lancaster Avenue shall be on the Board at all times, unless there is an insufficient number of resident willing to serve in that capacity. The Board member terms shall be staggered such that no more than three (3) member terms expire in a year.

Section 2. Term of Office. The term of office of a Director shall be one (1) year commencing on the date of the Annual Meeting. The Board members shall hold office until their successors have been elected and qualify. A Director may run for reelection to his office.

2014 Amendment. Section 2. Term of Office. The term of office Director shall be two (2) years, commencing on the date of the Annual Meeting. The Board members shall hold office until their successors have been elected and qualify. A Director may run for reelection to his office.

2016 Amendment. Section 2. Term of Office. The term of office of a director shall be two (2) years commencing on January 1 of the year following election at the Annual Meeting. The Board members shall hold their office until their successors have been elected and their term commences. A Director may run for reelection to his office.

Section 3. Removal or Vacancy. A Director may be removed from the Board, with or without cause, by a majority vote of the members at any Special Meeting called for the purpose. In the event of death, disability, resignation or removal of a Director, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for his services as a Director. However, Directors may be reimbursed for any expenses incurred in the performance of their duties.

ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nominations. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the Annual Meeting.

2014 Amendment. Section 1. Nominations. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Additional nominations may be made by petition delivered to the President of the Board of Directors no later than 15 days prior to the Annual Meeting. The petition must contain the supporting signature of a nominating home owner who live on the same street as the nominee.

Section 2. Nominating Committee. The Nominating Committee shall consist of a Chairman who shall be a member of the Board of Directors and two (2) other members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to the close of the next Annual Meeting and such appointment shall be announced at each Annual Meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion determine, but not less than the number of vacancies.

Section 3. Election. At such election, the voting members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

2014 Amendment. Section 3. Election. At such election, the voting members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. If the total number of nominees from any one street exceeds the number of positions allowed for that street under Article VI, Section 1, the members, or their proxies, shall vote, from the nominees, to fill the number of vacant position(s) allocable to that street.

ARTICLE VII
MEETING OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly, without notice, at such place and hour as may be fixed from time to time by resolution of the Board. If a quorum is not present at a regularly scheduled meeting within fifteen (15) minutes of the scheduled meeting time, the Board members then present may adjourn the meeting to another time, either during the current month or to the next regularly scheduled meeting.

Section 2. Special Meetings. Special Meetings of the Board of Directors shall be held when called by the President or by any two (2) Directors, after not less than three (3) days notice to each Director.

Section 3. Quorum. At all meetings of the Board of Directors, a majority of the Board members shall constitute a quorum for the transaction of business, and any action taken by the majority of those present shall be regarded as the act of the Board.

Section 4. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. They may also act by conference telephone or other electronic means whereby all Directors can hear each other at all times.

ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have the power to:

Adopt and publish Rules and Regulations governing the use of the Common Areas and Common Property, and the personal conduct of the members and their guest therein, and to establish penalties for the infractions thereof; and
Suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing for a period not to exceed sixty (60) days for infraction of published Rules and Regulations; and
Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws or the Declaration; and
Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive meeting of the Board of Directors without cause; and
Employ a manager, an independent accountant or such other employees or independent contractors as they deem necessary and to prescribe there duties; and
Open bank accounts and designate the signatures required; and
Collect assessments; and
Enforce by legal means the provisions of the Declaration, these By-Laws and any Rules and Regulations and commence any proceeding on behalf of the Owners concerning the Association; and
To borrow money for the purpose of the repair or restoration of the Common Area and Common Property. Any borrowing over Five-Thousand ($5,000.00) must have the approval of a majority of Unit Owners.

Section 2. Duties. It shall be the duty of the Board of Directors to:

Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the member of the Annual Meeting of the members:
Supervise all officers, agents and employees of the Association and to see that their duties are properly performed:
As more fully provided in the Declaration, to:
1. Fix the amount of the Annual Association Assessment against each Unit at least thirty (30) days in advance of each annual assessment period;
2. Send written notice of assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.
Procure and maintain insurance as provided in Article V of the Declaration;
Cause officers or employees to be bonded if the Board deems it appropriate;
Cause the Common Areas and Common Property to be maintained;
Issue or cause an appropriate officer to issue a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made for the issuance of these certificates;
Carry out any other duties imposed by the Declaration or these By-Laws.

ARTICLE IX
OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create. The President and Vice-President must be members of the Board of Directors.

Section 2. Election of Officers. The election of officers shall be by the members of the Board of Directors, and shall take place at the first meeting of the Board of Directors following each Annual Meeting of the membership.

Section 3. Term. The officers shall hold office for one (1) year unless they shall sooner resign, be removed or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may appoint such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time to determine.

Section 5. Resignation and Removal. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect of the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The office appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Compensation. The President and Vice-President shall not receive any compensation for their services, except reimbursement for out-of-pocket expenses. The Secretary and Treasurer may be compensated for their services if the Board of Directors determines that such compensation is appropriate.

Section 9. Duties. The duties of the officers are as follows:

The President shall preside at all meetings of the Board of Directors and Unit Owners; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments; and shall co-sign all checks;
2016 Amendment The President shall preside at all meetings of the Board of Directors and Unit Owners; shall see that orders and resolutions of the Board are carried out; and shall co-sign and/or be advised of all checks being executed. In the event that the President is advised (vs co-sign) of a check being executed, the Secretary shall be copied on the approval document (example – email). The secretary shall seal and file the approval document for record purposes.
The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the board;
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meeting of the Board and of the members; keep appropriate current records showing the members of the Association, together with their addresses; and shall perform such other duties as required by the Board.
The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks of the Association; keep proper books of account, cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular Annual Meeting.
The treasurer shall arrange for receipt and deposit in appropriate bank accounts all monies of the Association and shall arrange for disbursement of such funds as directed by resolution of the Board of Directors; shall approve all checks of the Association; arrange for the keeping of proper books of account; cause an annual report of the Association books to be made by the Property Management or Accounting firm at the end of each year (in the absence of an engaged Property Management or Accounting firm, a review will be made by a Public Accountant); and shall arrange for preparation of an annual budget and a statement of income and expenditure to be presented to the membership at the regular Annual Meeting. AMENDED LANGUAGE APPROVED ON NOVEMBER 11, 2019

ARTICLE X
INSURANCE

The insurance to be obtained by the Association and the rights and duties of all Unit Owners in the event of a fire or other catastrophe which damages all or parts of one or more units shall be controlled pursuant to the provisions of the Uniform Planned Community Act, 68 Pa.C.S.A. 5312.

ARTICLE XI
ASSESSMENTS

As more fully provided in the Declaration, each member is obligated to pay annual Association assessments and special assessments all of which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent and the Board shall enforce said assessments as set forth in the Declaration. No owner may waive or otherwise escape liability for the assessment provided for herein by non-use of the Common Area or Common property or abandonment of his Unit.

Amendment 2014. Beginning January 1, 2015 the assessment will be raised to One Hundred Twenty Five Dollars ($125) per month.

ARTICLE XII
OBLIGATIONS OF ASSOCIATION

The Board of Directors of the Association, with input from the Unit Owners, shall from time to time determine the obligations of the Association. Provided homeowner, that Association shall be responsible for providing for the maintenance of the Common Property throughout the Plan. Additionally, the Association shall also be responsible for providing snow removal services for the homes located in this plan, including the removal of snow from the Units’ driveways, paths leading to the Units’ front doors, sidewalks and streets, in the event that the streets have not been dedicated to the Municipality of Mount Lebanon.

Amendment 2010 Resolved that the Board of Directors is and shall be authorized and empowered to expend Association funds for the purpose of continuing to provide the following services to and for the benefit of the Association and its members:

Maintenance of underground drainage pipes
Maintenance of common areas including cul-de-sac circles and detention pond
Mowing of individual units’ lawn
Snow removal
Fertilizing and weed control of lawns
Mulching yard planting beds
Removal of dead or dying potentially dangerous trees on Common Property
Sidewalk fill and seeding
Utility box plantings
Fall tree trimming
House numbers

RESOLVED FURTHER, that in addition to the expenditure of Association funds for (i) obligations imposed upon the Board of Directors by the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS and the BY-LAWS, and (ii) the cost of the aforementioned enumerated activities, the Board of Directors also is and shall be authorized and empowered to expend whatever Association funds are reasonably necessary and available to ameliorate and/or remedy emergency conditions resulting from sudden unforeseen events which may arise from time to time and which may affect the safety and integrity of the Mainline II Community at large and;

RESOLVED FURTHER, that in addition to the several aforementioned authorizations for the expenditures of funds. The Board of Directors also is and shall be authorized and empowered to expend Associations funds up to the amount of Three Thousand Dollars ($3,000), in the aggregate, per annum for any non-emergency items pertaining to improvements to the MAINLINE II COMMUNITY, (i) PROVIDED, that any such expenditure must be authorized and approved prior to its implementation by a three-fifths (3/5) majority vote of the Board of Directors, and (ii) PROVIDED FURTHER, that any such proposed expenditures which exceed said $3,000 amount must be authorized and approved before implementation by a majority vote of the members at a duty called and convened meeting of the Association’s members.

RESOLVED, that any proposed resolution which is to be voted upon by the Unit Owners at a meeting of the Association’s members shall be distributed to the Unit Owners in writing at least twenty (20) days prior to such meeting.

ARTICLE XIII
AMENDMENTS

These By-Laws may be amended, at a regular or special meeting of the membership, by vote of a majority of members present in person or by proxy, except that any By-Laws affecting the rights or interests of the Developer shall not be amended or modified without the written consent of the Developer. Notice of any proposed amendment must be given to every Owner at least twenty (20) days before the meeting at which such amendment is considered.

ARTICLE XIV
MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Association shall be fixed by the Board of Directors from time to time, subject to applicable law.

Section 2. Books and Records. The Association shall keep records and books of accounts and minutes of meetings as well as a list of all members. The books and records shall be available at reasonable times for inspection by any member of the Association at the Association’s principal office and copies made available at a reasonable cost.

Section 3. Conflicts. In the case of any conflicts between the Declaration and these By-Laws, the Declaration shall control; in the case of any conflict between the Rules and Regulations and these By-Laws, the By-Laws shall control.

ARTICLE XV
USE RESTRICTIONS

Amendments 2016.

Exterior Colors. Unit owners are required to refinish their Unit with one of the approved colors (or a color substantially the same as one of the approved colors). After the initial sale of the Unit, any change in exterior color must be approved in writing by the Board of Directors of the Association.
Exterior Finished. All dwelling constructed on any lot in the Plan shall be finished with suitable exterior building material such as brick, vinyl, aluminum siding and/or other suitable building materials. Any Units re-constructed must be substantially similar in design and form with the Units initially constructed by the DEVELOPER. All finish materials must extend to grade, with no exposed block foundations.
Roof. All roof replacements or repairs shall be made using materials of a similar texture and color.
Driveways and Coatings. Paved driveways are required. All paved driveways shall be constructed of concrete with an exposed aggregate surface. Driveway coatings shall reasonably conform to the color applied to the originally installed driveway (Merrimac Brown or equal).
Mailboxes. Mailboxes are to be installed at the street line in accordance with USPS guidelines. Mailbox replacements and repairs shall generally conform to the design and coloration of the originally installed mailboxes.